Subordination of Mortgage and Limitation Agreement,~oa~- ~ ~ ~~~
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SUBORDINATION OF MORTGAGE AND LIMITATION AGREEMENT
This Subordination of Mortga e and Limitation Agreement ("Subordination Agreement"), made
and entered into as of this ~ Qjay of September, 2008, by and between INTERNATIONAL
FINANCE BANK, 3663 S.W. 8t" Street, Miami, Florida, 33135 (hereinafter referred to as the
"Bank"), MBCDC: VILLA MARIA, LLC, a Florida limited liability company (hereinafter
referred to as "Mortgagor"), and CITY OF MIAMI BEACH, a Florida municipal corporation
(hereinafter referred to as "Subordinating Mortgagee").
WITNESSETH:
WHEREAS, Subordinating Mortgagee is the owner and holder of a Note and Mortgage, dated
March 18, 2005, recorded in Official Records Book 23191, at Pages 2265-2277, of the Public
Records of Miami-Dade County, Florida (the "Mortgage"), given to secure a Loan in the original
sum of $1,600,000.00, by the Mortgagor in favor of Subordinating Mortgagee. Said Mortgage
encumbers the following described property, to wit:
Lots 1, 2, 6 and 7, Block 10, Amended Map of OCEAN FRONT PROPERTY OF MIAMI
BEACH IMPROVEMENT COMPANY SUBDIVISION, according to the Plat thereof, as
recorded in Plat Book 5, Page 7, of the Public Records of Miami-Dade County, Florida
Whereas, Bank desires to make a First Mortgage Loan (defined below) which shall be secured by
a first mortgage in favor of the Bank (the "First Mortgage") encumbering the following property:
Lots 1, and 2, Block 10, Amended Map of OCEAN FRONT PROPERTY OF MIAMI
BEACH IMPROVEMENT COMPANY SUBDIVISION, according to the Plat thereof, as
recorded in Plat Book 5, Page 7, of the Public Records of Miami-Dade County, Florida (the
Property)
Whereas, Bank will do so only on the condition that the Subordinating Mortgagee subordinate
the lien of the Mortgage described above, which Mortgage will be replaced with a new and
previously funded Mortgage, in the amount of $3,200,000.00, which will encumber Lots 1 and 2
of the Property ("New Mortgage"). Upon satisfaction of the Mortgage by Subordinating
Mortgagee and Mortgagor, the lien of the New Mortgage will be subordinate to the lien of the
First Mortgage.
NOW, THEREFORE, in consideration of TEN DOLLARS ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Subordinating Mortgagee does hereby subordinate the lien of its Mortgage to the First
Mortgage of Bank described below, which Mortgage will be replaced with a new and previously
funded Mortgage, in the amount of $3,200,000.00, which will encumber Lots 1 and 2 of the
Property ("New Mortgage"). Upon satisfaction of the Mortgage by Subordinating Mortgagee
and Mortgagor, the lien of the New Mortgage will be subordinate to the lien of the First
Mortgage.
2. The Bank shall extend to Mortgagor a loan in the original principal sum of TWO
MILLION SEVEN HUNDRED THIRTY SEVEN THOUSAND FIVE HUNDRED AND
00/100 DOLLARS ($2,737,500.00) (the "First Mortgage Loan") evidenced by a Promissory
Note which shall be secured by the First Mortgage in favor of the Bank, which First Mortgage
shall be immediately recorded after execution by the Mortgagor in the Public Records of Miami-
Dade County, Florida and which shall encumber the Real Estate, which is hereby defined as the
underlying real property as well as any and all buildings, improvements and appurtenances now
standing or at any time hereafter constructed or placed on the Property.
3. The Subordinating Mortgagee, in executing and delivering this Subordination
Agreement, acknowledges and agrees that it has relied on no representation, warranty or
agreement from the Bank and that this Subordination Agreement is unconditional and subject to
no conditions precedent except for the subordination of Subordinating Mortgagee of its position
in favor of the Bank as provided herein.
4. The Subordinating Mortgagee acknowledges and agrees that it has sought and obtained
independent legal counsel, respectively of its own choosing and has been advised as to the
content, meaning and consequence of this Subordination Agreement, and has voluntarily
determined and concluded to execute the same with the Bank and Mortgagor.
5. This Subordination Agreement may only be amended, or the provisions herein contained
may only be waived, with the prior written consent of the parties hereto. Until the obligations
created by the First Mortgage Loan of the Bank is paid in full, together with all of the Bank's
costs of collection, including reasonable attorney's fees, the parties hereto agree to be bound
under the terms of this Subordination Agreement. This Subordination is contingent upon the
release of the existing recorded mortgage and security agreement against Lots l , 2, 6 and 7 of the
Property, in the amount of $1,600,000.00 (also referred to herein as the "Mortgage") and
(concurrently) execution and recordation of a new Mortgage, Note and Security Agreement in
the amount of $3,200,000.00 (also referred to herein as the "New Mortgage") in favor of the
Subordinating Mortgagee, against Lots 1 and 2 only. The parties further agree that this
Subordination is only binding with respect to the First Mortgage Loan described in paragraph 2
above and during the duration of the construction loan. Upon completion of the construction
upon the Real Estate, Mortgagor shall be required to either pay off the First Mortgage Loan or, in
the alternative, if any part of the First Mortgage Loan is sought to be converted into a permanent
loan secured by the Property, the prior written approval of the City Manager for the
Subordinating Mortgagee shall be required.
6. T'he subordination created hereunder shall continue until all liabilities of the Mortgagor to
the Bank are paid and satisfied in full, notwithstanding the insolvency, bankruptcy, liquidation,
dissolution, or the like, of the Mortgagor. The Subordinating Mortgagee shall be provided notice
of default between the Mortgagor and the Bank and Bank agrees to provide the Subordinating
Mortgagee the rights granted to the Mortgagor under the Bank's Mortgagee to cure any defaults
within the time periods provided therein. Upon default and subject to the curative rights set forth
herein, Bank may proceed, at its sole and absolute discretion, in any manner it deems appropriate
for the collection of the liabilities of the Mortgagor to the Bank. The failure or forbearance of
the Bank to enforce any rights it may have against the Mortgagor shall have no effect upon the
agreement herein of Subordinating Mortgagee.
7. Notices. All notices required pursuant to paragraph 6 above shall be in writing and shall
be deemed to have been sufficiently given or served for all purposes when delivered by hand or
three days after mailing when sent by registered or certified mail, return receipt requested ,
postage prepaid, to the addresses set forth below, or at such other address of which a party shall
have notified the party giving such notice in writing.
To Mortgagor: MBCDC: Villa Maria, LLC
Attn. Roberto Datorre
President
945 Pennsylvania Avenue
Miami Beach, Florida, 33139
(305) 538-0090
To Mortgagee International Finance Bank
Attn. Luis Gonzalez
Vice President
888 Brickell Ave
Suite 2400
Miami, Florida 33131
(305) 648-8874
To Subordinating Mortgagee: City of Miami Beach
Attn. Jorge M. Gonzalez
Title: City Manager
1700 Convention Center Drive,
4`h floor
Miami Beach, Florida 33139
(305} 673-7010
With copies to City of Miami Beach
Attn. Anna Parekh
Title: Director of Housing
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7000 Ext. 6471
8. This Subordination Agreement shall be recorded in the Public Records of Miami-Dade
County, Florida.
9. This Subordination Agreement shall be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of the
day and year first above written.
MORTGAGOR:
Print Name
MBCDC: VILLA MARIA, LLC
a Florida limited liability company
By: MIAMI BEACH DEVELOPMENT
Print Name CORPORATION, INC., a Florida corporation
Managing Member
By:
Roberto Datorre, President
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of September,
2008, by Roberto Datorre as President of MIAMI BEACH DEVELOPMENT CORPORATION,
INC., a Florida Corporation, Managing Member of MBCDC: VILLA MARIA, LLC a Florida
limited liability company. The above named individual is personally known to me or
has produced as identification.
(Notary Seal)
Notary Public
Print Name
MORTGAGEE:
Print Name
INTERNATIONAL FINANCE BANK,
a Florida banking corporation
Print Name
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
By: _
Luis Gonzalez, Vice President
The foregoing instrument was acknowledged before me this day of September, 2008,
by Luis Gonzalez, as Vice President of INTERNATIONAL FINANCE BANK, a Florida
banking corporation, on behalf of the corporation. The above named individual is personally
known to me or has produced as identification.
SUBORDINATING MORTGAGEE
Print Name ~ v
P-v~~'~2-r A~ffE:l vlx.u0 ~.u_-~
Print Name
CITY OF MIAMI BEACH
a Floroida municipal corporation
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By:
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Print Name and Title
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
T e foregoing instrument was acknowledged before me this (~~day of September, 2008, by
MA Z as ~v~url .~r~i/
corporation. The above name individual
as identification.
(Notary Seal)
of ITY OF MIAMI BEACH, a Florida municipal
is personally known to me or has produced
APPROVED AS TO
FORM 8~ LANGUAGE
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